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INDEPENDENT MODEL AGREEMENT Between

MICHAEL KORS, L.L.C., a limited liability company existing under and


by virtue of the laws of the State of Delaware, with offices at 11 West 42nd
Street, New York, NY, 10036, USA (“Licensor”) and
(NAME)____________________________________
ARTICLE 1 The Parties
This Agreement is entered into (date): _______________, by and between
MICHAEL KORS, L.L.C. (hereinafter referred to as “MICHAEL KORS”)
by virtue of the laws of the State of Delaware, with offices at 11 West 42nd
Street, New York, NY, 10036, USA and
(name):_____________________________________ (hereinafter referred
to as “Model”) an individual with a principal place of business at
(address):____________________________________________________
________________.
Model enters into this/her Agreement as, and shall continue to be, an
Independent Contractor. Under no circumstances shall Model look to
MICHAEL KORS as employer, partner, agent, or principal. Model shall
not be entitled to any benefits accorded to MICHAEL KORS employees
including worker’s compensation, disability insurance, vacation or sick
pay. Model shall be responsible for providing, at Model’s expense, and in
Model’s name, any and all disability, workers’ compensation or other
insurance, as well as licenses and permits usual or necessary for
performing the Services necessary under this/her Agreement.
ARTICLE 2 Purpose
Model is known to be a print or promotional model and as such
MICHAEL KORS desires to contract Model for purposes of doing print or
promotional work. So long as Model is under agreement with MICHAEL
KORS to be working as a model, he/she will be deemed a Model.
ARTICLE 3 Duties for Model
Model represents that he/she has the qualifications and ability to perform
services of a Model in a professional manner. Performance of the services
in a professional manner includes satisfying the requirements of
MICHAEL KORS’s clients, and submitting invoices to MICHAEL KORS
in a timely manner.
ARTICLE 4 Duties for MICHAEL KORS
MICHAEL KORS agrees that for purposes of acceptance of Model’s
performance under this Agreement, its sole representatives shall be or such
other employee(s) or person(s) or entities the Company so designates.
MICHAEL KORS further agrees to allow Model access to whatever
records, files, or personnel reasonably deemed by MICHAEL KORS to be
necessary in order to allow Model to perform his/her/her duties under this
Agreement, in accordance with MICHAEL KORS’s Confidentiality
Agreement.

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ARTICLE 5 Fees & Taxes
In consideration of Model’s performance of his/her duties under this
Agreement, MICHAEL KORS agrees to pay fees to Model at a negotiated
and agreed upon rate. Model will submit invoice to MICHAEL KORS,
along with any original, client-required paperwork after duties have been
performed.
Model shall pay, when and as due, any and all taxes incurred as a result of
fees received by MICHAEL KORS, including estimated taxes, and shall
provide MICHAEL KORS with proof of payment on demand.
As an independent Model, Model agrees to assume exclusive liability for
any and all taxes, assessments, levies or fines which may be paid or
deemed owed by Model, as a result of performance of this/her Agreement.
Model may represent, perform services for, contract with, or be employed
by any additional persons and/or companies (modeling agencies,
promotional staffing agencies and the like) as he/she sees fit.
ARTICLE 6

Confidentiality, No Conflict of Interest, Proprietary Information
Agreement
This Agreement is confidential and shall not be transferred, communicated
or delivered to a third party, without the express prior written authorization
of MICHAEL KORS.
During the entirety of this Agreement, Model will not accept work, enter
into a contract, or accept an obligation that is inconsistent or incompatible
with Model’s obligations to MICHAEL KORS. Model warrants and
represents that, to the best of Model’s knowledge, there is no other contract
or duty on Model’s part which conflicts with or is inconsistent with this/her
Agreement. Simultaneous with the execution of this/her agreement, Model
agrees to execute a proprietary information agreement to protect against
use or disclosure of confidential information of the Company
ARTICLE 7 Ownership of Materials
MICHAEL KORS retains and reserves all rights of ownership and use of
the final products and any facsimile of such product. Model shall not make
use of the final product or any portion thereof without the expressed prior
written authorization of MICHAEL KORS, including but not limited to,
client advertising, client list, and product advertising.
ARTICLE 8 Termination
During the term of the Agreement, either party may terminate the
agreement by providing thirty (30) days advance written notice to the other
party without cause. If Model materially breaches this agreement,
MICHAEL KORS will no longer be responsible for providing Model
payment. A material breach includes, but is not limited, violations of law
or covenants contained in any signed documentation between Model and
MICHAEL KORS.
This Agreement terminates automatically on the occurrence of any of the
following events: (a) bankruptcy or insolvency of either party; (b) sale of
the business of either party; or (c) death or permanent disability of either
party; (d) material breach of any term or condition of this Agreement.

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ARTICLE 9 Merger
This Agreement and the Proprietary Information Agreement memorializes
the full terms and conditions of the agreement between the undersigned
parties. All previous Agreements between the parties, if any, whether
written or oral, are merged herein and superseded hereby.
ARTICLE 10 Governing Law and Good Faith
This Agreement shall be performed and construed by virtue of the laws of
the State of Delaware, with offices at 11 West 42nd Street, New York, NY,
10036, USA without regard to its conflicts of laws provisions. Any legal
dispute between Model and MICHAEL KORS shall be litigated in Court
for the County of Providence.
The undersigned parties jointly and severally agree to execute the terms
and conditions of this agreement in good faith and to the best of their
ability.
The undersigned persons are authorized by the parties hereto sign this
agreement and have read and fully understand the foregoing and it is their
intent to be bound by the terms and conditions hereof:
___________________________________ Model
___________________________________ Model’s Social Security
Number
___________________________________ MICHAEL KORS, L.L.C.
Date:_________________
Date:_________________

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